Plymouth Industrial REIT Files 8-K for Material Agreement

TL;DR

PLYM filed an 8-K for a big deal, details to come.

AI Summary

On October 24, 2025, Plymouth Industrial REIT, Inc. filed an 8-K to report the entry into a material definitive agreement. The filing also includes information related to Regulation FD and financial statements/exhibits. Specific details of the agreement and financial figures were not provided in the excerpt.

Why It Matters

This filing indicates a significant new contract or transaction for Plymouth Industrial REIT, which could impact its financial performance and strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could involve significant financial commitments or strategic shifts, but the lack of specific details makes the immediate risk unclear.

Key Players & Entities

• Plymouth Industrial REIT, Inc. (company) — Registrant
• October 24, 2025 (date) — Date of Report
• 20 Custom House Street, 11th Floor Boston, MA 02110 (location) — Principal Executive Offices Address

FAQ

Key Financial Figures

• $0.01 — ch Registered Common Stock, par value $0.01 per share PLYM New York Stock Excha
• $22.00 — t to receive an amount in cash equal to $22.00 (the " REIT Merger Consideration "), wi
• $0 — eement, which consideration shall equal $0 if the applicable Strike Price (as defi
• $1.4 b — ancing of an aggregate of approximately $1.4 billion, a portion of which will be used
• $700 million — uity financing of up to an aggregate of $700 million to finance a portion of the considerati
• $40.1 million — ng a Change of Recommendation, a fee of $40.1 million will be payable by the Company to Paren
• $15.0 million — mpany to Parent; provided that a fee of $15.0 million will apply with respect to a terminatio
• $70.2 million — to pay the Company a termination fee of $70.2 million. Parent's payment obligation with respe

Filing Documents

• plym-20251024.htm (8-K) — 110KB
• plym-ex2_1.htm (EX-2.1) — 1326KB
• plym-ex99_1.htm (EX-99.1) — 32KB
• img112045397_0.jpg (GRAPHIC) — 37KB
• 0001193125-25-250015.txt ( ) — 1820KB
• plym-20251024.xsd (EX-101.SCH) — 25KB
• plym-20251024_htm.xml (XML) — 5KB

01 Entry into Material Definitive Agreement

Item 1.01 Entry into Material Definitive Agreement. Agreement and Plan of Merger On October 24, 2025, Plymouth Industrial REIT, Inc., a Maryland corporation (the " Company "), entered into an Agreement and Plan of Merger (the " Merger Agreement ") by and among Plymouth Industrial OP, LP, a Delaware limited partnership (the " Operating Partnership "), PIR Ventures LP, a Delaware limited partnership (" Parent "), PIR Industrial REIT LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (" REIT Merger Sub "), and PIR Industrial OP LLC, a Delaware limited liability company wholly-owned by REIT Merger Sub (" OP Merger Sub "). The Merger Agreement provides, among other things, and subject to the terms and conditions set forth therein and in accordance with Maryland General Corporation Law, the Delaware Limited Liability Company Act, and the Delaware Revised Uniform Limited Partnership Act, as applicable, (i) that the Company will be merged with and into REIT Merger Sub, with REIT Merger Sub surviving as a wholly owned subsidiary of Parent (the " REIT Merger ") and (ii) that, immediately prior to the consummation of the REIT Merger, the Operating Partnership will be merged with and into OP Merger Sub, with OP Merger Sub surviving as a wholly owned subsidiary of REIT Merger Sub (the " Partnership Merger " and, together with the REIT Merger, the " Mergers "). The board of directors of the Company (the " Board ") unanimously (i) authorized, adopted and approved the execution, delivery and performance of the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement and declared that the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of the Company, (ii) directed that the REIT Merger be submitted for consideration at a meeting of the Company stockholders and (iii) resolved to recommend that the stockholders of the Company a

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 24, 2025, the Company and Parent announced that they had entered into the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in Item 7.01 of this Current Report on Form 8-K, including the press release attached hereto as Exhibit 99.1, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, including the information in the press release attached hereto as Exhibit 99.1, shall not be deemed to be incorporated by reference in the filings of the registrant under the Securities Act of 1933, as amended. * * * How to Find Further Information This communication does not constitute a solicitation of any vote or approval in connection with the proposed acquisition of the Company by Makarora. In connection with the proposed Mergers, the Company will file a proxy statement with the SEC, which the Company will furnish with any other relevant documents to its stockholders in connection with the special meeting of the Company's stockholders to vote on the REIT Merger. This communication is not a substitute for the proxy statement or any other document that the Company may file with the SEC or send to its stockholders in connection with the Mergers. BEFORE MAKING ANY VOTING DECISION, WE URGE STOCKHOLDERS TO READ THE PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED MERGERS. The proposals for consideration by the Company's stockholders regarding the REIT Merger will be made solely through the proxy statement. In addition, a copy of th

Forward Looking Statements

Forward Looking Statements This communication includes forward-looking statements. These forward-looking statements generally can be identified by phrases such as "anticipate," "believe," "expect," "estimate" "plan," "outlook," and "project" or other words or phrase of similar import. These statements are based on current expectations, estimates and projections about the industry, markets in which the Company operates, management's beliefs, assumptions made by management and the transactions described in this communication. While the Company's management believes the assumptions underlying the forward-looking statements and information are reasonable, such information is necessarily subject to uncertainties and may involve certain risks, many of which are difficult to predict and are beyond management's control. These risks include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (2) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Mergers that may be instituted against the parties and others following announcement of the Merger Agreement; (3) the inability to consummate the transaction within the anticipated time period, or at all, due to any reason, including the failure to obtain the requisite stockholder approval and adoption, failure to obtain required regulatory approval or the failure to satisfy other conditions to completion of the transaction; (4) risks that the proposed transaction disrupts current plans and operations of the Company or diverts management's attention from its ongoing business; (5) the ability to recognize the anticipated benefits of the transaction; (6) the amount of the costs, fees, expenses and charges related to the transaction; (7) the risk that the Merger Agreement may be terminated in circumstances requiring the Company to pay a termination fee; (8) the effe

View Full Filing

View this 8-K filing on SEC EDGAR